EXHIBIT 99.5
BOATMEN'S BANCSHARES, INC.
A MISSOURI CORPORATION
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 20, 1996
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NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Boatmen's Special Meeting") of Boatmen's Bancshares, Inc. ("Boatmen's") will be
held on December 20, 1996, at 10:00 a.m. local time at One Boatmen's Plaza,
800 Market Street, St. Louis, Missouri 63101, for the following purposes:
To consider and vote upon a proposal to approve the Agreement and Plan
of Merger, dated as of August 29, 1996, as amended (the "Agreement"), among
Boatmen's, NationsBank Corporation and NB Holdings Corporation, pursuant to
which (i) Boatmen's would merge with and into NB Holdings Corporation (the
"Merger"), (ii) each outstanding share of common stock, par value $1.00 per
share, of Boatmen's ("Boatmen's Common Stock") would be converted into the
right to receive 0.6525 of a share of NationsBank Common Stock or, at the
holder's election, an amount of cash based upon the closing prices of
NationsBank Common Stock during a ten-day period ending ten days prior to
the anticipated effective date of the Merger (subject to an aggregate
maximum of 40% of the total consideration paid to holders of Boatmen's
Common Stock in the Merger), (iii) each outstanding share of Boatmen's
Cumulative Convertible Preferred Stock, Series A, stated value $100 per
share, liquidation preference $400 per share ("Boatmen's Series A Preferred
Stock") would be converted into the right to receive one share of
Cumulative Convertible Preferred Stock, Series A, of NationsBank (the
"NationsBank New Series A Preferred Stock"), (iv) each outstanding share of
Boatmen's 7% Cumulative Redeemable Preferred Stock, Series B, stated value
$100 per share, liquidation preference $100 per share ("Boatmen's Series B
Preferred Stock") would be converted into the right to receive one share of
7% Cumulative Redeemable Preferred Stock, Series B, of NationsBank, and (v)
each outstanding Depositary Share of Boatmen's relating to the Boatmen's
Series A Preferred Stock ("Boatmen's Depositary Shares") would be converted
into the right to receive one Depositary Share of NationsBank relating to
the NationsBank New Series A Preferred Stock, all upon the terms and
subject to the conditions set forth in the Agreement, as such terms and
conditions are more fully described in the accompanying Joint Proxy
Statement-Prospectus.
A copy of the Agreement is set forth in Appendix A to the accompanying
Joint Proxy Statement-Prospectus.
The Board of Directors of Boatmen's has fixed the close of business on
October 22, 1996, as the record date for determination of shareholders entitled
to notice of and to vote at the Boatmen's Special Meeting or at any adjournments
or postponements thereof. Record holders of Boatmen's Common Stock and Boatmen's
Series B Preferred Stock as of the Boatmen's Record Date are entitled to vote at
the Boatmen's Special Meeting and the affirmative vote of the holders of
two-thirds of the outstanding shares of Boatmen's Common Stock and Boatmen's
Series B Preferred Stock, voting together as a single class, is required to
approve the Merger.
Holders of Boatmen's Common Stock, Boatmen's Series A Preferred Stock,
Boatmen's Series B Preferred Stock and Depositary Shares have dissenters'
appraisal rights in connection with the Merger. See "THE MERGER -- Dissenting
Shareholders" and "DISSENTERS' RIGHTS" in the accompanying Joint Proxy
Statement-Prospectus for a description of the manner in which such rights may be
exercised.
THE BOARD OF DIRECTORS OF BOATMEN'S HAS APPROVED THE AGREEMENT AND BELIEVES
THE MERGER IS FAIR TO, AND IS IN THE BEST INTERESTS OF, ITS SHAREHOLDERS.
ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE AGREEMENT.
EACH SHAREHOLDER IS URGED TO COMPLETE AND RETURN PROMPTLY THE ACCOMPANYING
PROXY WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE BOATMEN'S SPECIAL MEETING.
The prompt return of each shareholder's signed proxy will help assure a quorum
and aid Boatmen's in reducing the expense of additional proxy solicitation. The
giving of such proxy does not affect a shareholder's right to vote in person in
the event the shareholder attends the Boatmen's Special Meeting.
By Order of the Board of Directors
/s/ Forrest S. FitzRoy
Forrest S. FitzRoy
Secretary
St. Louis, Missouri
November 15, 1996